BRANTLEY CAPITAL CORP
N-8A, 1996-10-30
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM N-8A

          NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(a)
                     OF THE INVESTMENT COMPANY ACT OF 1940


     The undersigned investment company hereby notifies the Securities and
Exchange Commission that it registers under and pursuant to the provisions of
Section 8(a) of the Investment Company Act of 1940 and in connection with such
notification of registration submits the following information:

     NAME:  Brantley Capital Corporation

     ADDRESS OF PRINCIPAL BUSINESS OFFICE (NO. & STREET, CITY, STATE ZIP CODE):
     20600 Chagrin Boulevard, Suite 1150, Cleveland, Ohio 44122

     TELEPHONE NUMBER (INCLUDING AREA CODE):  216-283-4800

     NAME AND ADDRESS OF AGENT FOR SERVICE OF PROCESS:

     Michael J. Finn
     Brantley Capital Management, Ltd.
     20600 Chagrin Boulevard
     Suite 1150
     Cleveland, Ohio 44122
     
                                   copy to:

     Maryann A. Waryjas                   David A. Sturms
     Jenner & Block                       Vedder, Price, Kaufman & Kammholz
     One IBM Plaza                        222 N. LaSalle Street
     Chicago, Illinois 60606              Chicago, Illinois 60606

     CHECK APPROPRIATE BOX:

     Registrant is filing a Registration Statement pursuant to Section 8(b)
     of the Investment Company Act of 1940 concurrently with the filing of form
     N-8A: Yes [X]    No  [ ]




<PAGE>   2


     ITEM 1.  EXACT NAME OF REGISTRANT.

     Brantley Capital Corporation.

     ITEM 2.  NAME OF STATE UNDER THE LAWS OF WHICH REGISTRANT WAS ORGANIZED OR
CREATED AND THE DATE OF SUCH ORGANIZATION OR CREATION.

     Maryland; August 1, 1996.

     ITEM 3.  FORM OF ORGANIZATION OF REGISTRATION (FOR EXAMPLE, CORPORATION,
PARTNERSHIP, TRUST, JOINT STOCK COMPANY, ASSOCIATION, FUND).

     Maryland corporation.

     ITEM 4.  CLASSIFICATION OF REGISTRANT (FACE-AMOUNT CERTIFICATE COMPANY,
UNIT INVESTMENT TRUST, OR MANAGEMENT COMPANY).

     Management Company.

     ITEM 5.  IF REGISTRANT IS A MANAGEMENT COMPANY:

           (A) STATE WHETHER REGISTRANT IS A "CLOSED-END" COMPANY OR AN
      "OPEN-END" COMPANY.

               Closed-end company.

           (B) STATE WHETHER REGISTRANT IS REGISTERING AS A "DIVERSIFIED"
      COMPANY OR A "NON-DIVERSIFIED" COMPANY (READ INSTRUCTION 4(I) CAREFULLY
      BEFORE REPLYING).

               Non-diversified company.                

     ITEM 6.  NAME AND ADDRESS OF EACH INVESTMENT ADVISER OF REGISTRANT.

     Brantley Capital Management, Ltd.
     20600 Chagrin Boulevard
     Suite 1150
     Cleveland, Ohio 44122




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     ITEM 7.  IF REGISTRANT IS AN INVESTMENT COMPANY HAVING A BOARD OF
DIRECTORS, STATE THE NAME AND ADDRESS OF EACH OFFICER AND DIRECTOR OF
REGISTRANT.

     Registrant maintains a board of directors.



            Name and Address:             Position with Registrant:
            -----------------------       --------------------------

            Robert P. Pinkas              Chairman of the Board,
            20600 Chagrin Boulevard       Chief Executive Officer,      
            Suite 1150                    Chief Financial Officer,
            Cleveland, Ohio  44122        Treasurer and Director

            Michael J. Finn               President and Director
            20600 Chagrin Boulevard       
            Suite 1150             
            Cleveland, Ohio  44122 
        

            Paul H. Cascio                Vice President and Secretary
            20600 Chagrin Boulevard
            Suite 1150             
            Cleveland, Ohio  44122 


            James R. Bergman              Vice President       
            20600 Chagrin Boulevard
            Suite 1150             
            Cleveland, Ohio  44122 
 

            L. Patrick Bales              Director       
            20600 Chagrin Boulevard
            Suite 1150
            Cleveland, Ohio 44122
            

            Benjamin F. Bryan             Director
            20600 Chagrin Boulevard
            Suite 1150
            Cleveland, Ohio 44122
            

            Richard Moodie                Director
            20600 Chagrin Boulevard
            Suite 1150
            Cleveland, Ohio 44122

                
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     ITEM 8.  IF REGISTRANT IS AN UNINCORPORATED INVESTMENT COMPANY NOT HAVING
A BOARD OF DIRECTORS:

           (A) STATE THE NAME AND ADDRESS OF EACH SPONSOR OF REGISTRANT;

           (B) STATE THE NAME AND ADDRESS OF EACH OFFICER AND DIRECTOR OF EACH
      SPONSOR OF REGISTRANT;

           (C) STATE THE NAME AND ADDRESS OF EACH TRUSTEE AND EACH CUSTODIAN OF
      REGISTRANT.

               Not Applicable.

      ITEM 9.  (A) STATE WHETHER REGISTRANT IS CURRENTLY ISSUING AND OFFERING
      ITS SECURITIES DIRECTLY TO THE PUBLIC (YES OR NO).

               No.

           (B) IF REGISTRANT IS CURRENTLY ISSUING AND OFFERING ITS SECURITIES
      TO THE PUBLIC THROUGH AN UNDERWRITER, STATE THE NAME AND ADDRESS OF SUCH
      UNDERWRITER.

               Not applicable.

           (C) IF THE ANSWER TO ITEM 9(A) IS "NO" AND THE ANSWER TO ITEM 9(B)
      IS "NOT APPLICABLE," STATE WHETHER REGISTRANT PRESENTLY PROPOSES TO MAKE
      A PUBLIC OFFERING OF ITS SECURITIES (YES OR NO).

               Yes.

           (D) STATE WHETHER REGISTRANT HAS ANY SECURITIES CURRENTLY ISSUED AND
      OUTSTANDING (YES OR NO).

               Yes.

           (E) IF THE ANSWER TO ITEM 9(D) IS "YES," STATE AS OF A DATE NOT TO
      EXCEED TEN DAYS PRIOR TO THE FILING OF THIS NOTIFICATION OF REGISTRATION
      THE NUMBER OF BENEFICIAL OWNERS OF REGISTRANT'S OUTSTANDING SECURITIES
      (OTHER THAN SHORT-TERM PAPER) AND THE NAME OF ANY COMPANY OWNING 10
      PERCENT OR MORE OF REGISTRANT'S OUTSTANDING VOTING SECURITIES.

               As of October 30, 1996, Robert P. Pinkas and Michael J. Finn 
               own all of the registrant's outstanding securities.
      






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     ITEM 10.  STATE THE CURRENT VALUE OF REGISTRANT'S TOTAL ASSETS.

     $413,602

     ITEM 11.  STATE WHETHER REGISTRANT HAS APPLIED OR INTENDS TO APPLY FOR A
LICENSE TO OPERATE AS A SMALL BUSINESS INVESTMENT COMPANY UNDER THE SMALL
BUSINESS INVESTMENT ACT OF 1958 (YES OR NO).

     No.

     ITEM 12.  ATTACH AS AN EXHIBIT A COPY OF THE REGISTRANT'S LAST REGULAR
PERIODIC REPORT TO ITS SECURITYHOLDERS, IF ANY.

     Not applicable.

                                   SIGNATURES

     Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has caused this notification of registration to be duly signed on
its behalf in the City of Cleveland and State of Ohio on the 30th day of 
October, 1996.

                                        BRANTLEY CAPITAL CORPORATION        



                                        By: /s/  ROBERT P. PINKAS
                                        -------------------------------------
                                         Robert P. Pinkas
                                         Chairman of the Board, Chief
                                         Executive Officer, Chief Financial
                                         Officer and Treasurer

ATTEST:

/s/ PAUL H. CASCIO
- ------------------------
Paul H. Cascio 
Vice President and Secretary






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